ESCROW AGREEMENT
This
Agreement, dated as of June 2, 2008 (this “Agreement”), is entered into by and
among Shen Kun International Limited, a limited liability company organized
under the laws of the British Virgin Islands (“Shen Kun”), Southern Sauce
Company, Inc., a Florida corporation (the “Company”), Loeb & Loeb LLP (the
“Escrow Agent”), Vision Opportunity China LP, a closed-ended investment company
incorporated in Guernsey (“Vision”), together with the Company, the “Escrowing
Parties”), and each of the investors as set forth on Exhibit A attached hereto
(together with Vision, each, a “Subscriber”, and collectively, the
“Subscribers”). The principal address of each party hereto is set forth on
Exhibit A.
WITNESSETH:
WHEREAS,
Long Sunny Limited, a British Virgin Islands company (“Long Sunny”), Groom
Profit Limited, a British Virgin Islands company (“Groom Profit”), Right Idea
Limited, a British Virgin Islands company (“Right Idea”), the individuals Xx.
Xxxx Xxxx, Xx. Xxxxx Xxxx, Xx. Xxxx Fang, Xx. Xx Xxxxxxx, Xx. Xxx NaiFan (Long
Sunny, Groom Profit, Right Idea, Xx. Xxxx, Ms. Ying, Xx. Xxxx, Mr. Xxxxxxx
and
Mr. NaiFan, the “Shareholders”) intend to enter into a merger agreement with the
Company’s subsidiary (the “Acquisition Subsidiary”) pursuant to which
Shareholders will transfer all of their ownership interest in Shen Kun to the
Acquisition Subsidiary in exchange for issuance of shares of Common Stock of
the
Company (the “Reverse
Merger Transaction”),
and
as a result of the Reverse Merger Transaction, Shen Kun will become a
wholly-owned subsidiary of the Company;
WHEREAS,
concurrent with the consummation of the Reverse Merger Transaction, the Company
proposes to make a private offering to accredited institutional investors (the
“Offering”)
of
Units, each composed of one share of the Company’s Series A Convertible
Preferred Stock and one warrant to purchase the Company’s Common Stock (the
“Offering
Securities”)
in
reliance upon available exemptions from the registration requirements of the
U.S. Securities Act of 1933, as amended and pursuant to a Securities Purchase
Agreement (the “Securities
Purchase Agreement”),
in an
aggregate amount of up to Twenty Million Dollars ($20,000,000) (the
“Maximum
Offering Amount”);
and
WHEREAS,
the Company, and the Subscribers desire to deposit all proceeds received from
the Subscriptions (as defined herein) made by the Subscribers for the Offering
Securities (the “Escrowed
Funds”)
with
the Escrow Agent, to be held and disbursed by the Escrow Agent pursuant to
this
Agreement; and
WHEREAS,
Escrow Agent is willing to hold the Escrowed Funds in escrow subject to the
terms and conditions of this Agreement.
NOW,
THEREFORE, in consideration of the mutual promises herein contained and
intending to be legally bound, the parties hereby agree as follows:
1. Appointment
of Escrow Agent.
The
Company and each Subscriber hereby appoint Escrow Agent as escrow agent in
accordance with the terms and conditions set forth herein and the Escrow Agent
hereby accepts such appointment.
1
2. Delivery
of the Escrowed Funds.
a. The
Company will direct each Subscriber to deliver the Escrowed Funds to the Escrow
Agent as follows:
Bank:
CITI Private Bank
Address:
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000
ABA
No.:
000000000
SWIFT:
CITI US 33
Account:
Loeb & Loeb LLP Escrow Account
Account
No.: 00000000
Attn:
Xxxxxxxx Xxxxxxxx, Esq.
Reference:
210920-10001 (Vision Capital Advisors, LLC/Shengkai Financing)
b. The
Escrowed Funds shall be forwarded to the Escrow Agent by wire transfer, together
with the written account of subscription (the “Subscription”)
in the
form attached hereto as Exhibit
B
(the
“Subscription
Information”).
The
Escrowed Funds to be wired shall be wired to the account set forth in Section
2(a) above and the Subscription shall be faxed or emailed to the Escrow Agent
in
accordance with the information provided on Exhibit
A.
c. Simultaneously
with each deposit, each Subscriber shall provide the Escrow Agent with the
Subscription Information, including the name, address and taxpayer
identification number of each Subscriber and of the aggregate principal amount
of Offering Securities subscribed for by such Subscriber.
d. In
the
event a wire transfer is received by the Escrow Agent and the Escrow Agent
has
not received Subscription Information, the Escrow Agent shall notify the
Subscriber. If the Escrow Agent does not receive the Subscription Information
by
such Subscriber prior to close of business on the fifth (5th)
business day (days other than a Saturday or Sunday or other day on which the
Escrow Agent is not open for business in the State of New York) after notifying
the Subscriber of receipt of said wire, the Escrow Agent shall return the funds
to the Subscriber.
3. Escrow
Agent to Hold and Disburse Escrowed Funds.
The
Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant
to the terms of this Agreement, as follows:
a. Prior
to
any disbursement of the Escrowed Funds, the Escrow Agent shall allocate a
portion of the Escrowed Funds and hold such portion in a separate escrow account
to pay the fees and expenses in connection with investor or public relations
in
the aggregate amount of $300,000 (the “Public
Relations Held-Back Escrowed Portion”)
subject to the terms and conditions of the Investor and Public Relations Escrow
Agreement. Unless otherwise specified herein, the term “Escrowed Funds” shall
include the aggregate amount of the Public Relations Held-Back Escrowed
Portion.
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b. At
such
time that Fifteen Million Dollars ($15,000,000) of the Maximum Offering Amount
is deposited and upon receipt of joint instructions from the Company and Vision,
in substantially the forms of Exhibit
C
hereto
and of Exhibit
D
hereto,
following the consummation of the Offering, the Escrow Agent shall release
the
Escrowed Funds, less the Public Relations Held-Back Escrowed Portion, to the
Company.
c. In
the
event this Agreement, the Escrowed Funds, or the Escrow Agent becomes the
subject of litigation, or if the Escrow Agent shall desire to do so for any
other reason, each of the Company and the Subscribers authorizes the Escrow
Agent, at its option, to deposit the Escrowed Funds (including the Public
Relations Held-Back Escrowed Portion) with the clerk of the court in which
the
litigation is pending, or a court of competent jurisdiction if no litigation
is
pending, and thereupon the Escrow Agent shall be fully relieved and discharged
of any further responsibility with regard thereto. Each of the Company, and
the
Subscribers further authorizes the Escrow Agent, if it receives conflicting
claims to any of the Escrowed Funds, is threatened with litigation or if the
Escrow Agent shall desire to do so for any other reason, to interplead all
interested parties in any court of competent jurisdiction and to deposit the
Escrowed Funds (including the Public Relations Held-Back Escrowed Portion)
with
the clerk of that court and thereupon the Escrow Agent shall be fully relieved
and discharged of any further responsibility hereunder to the parties from
which
they were received.
4. Exculpation
and Indemnification of Escrow Agent.
a. The
Escrow Agent shall have no duties or responsibilities other than those expressly
set forth herein. The Escrow Agent shall have no duty to enforce any obligation
of any person to make any payment or delivery, or to direct or cause any payment
or delivery to be made, or to enforce any obligation of any person to perform
any other act. The Escrow Agent shall be under no liability to the other parties
hereto or anyone else, by reason of any failure, on the part of any party hereto
or any maker, guarantor, endorser or other signatory of a document or any other
person, to perform such person’s obligations under any such document. Except for
amendments to this Agreement referenced below, and except for written
instructions given to the Escrow Agent by the Escrowing Parties relating to
the
Escrowed Funds, the Escrow Agent shall not be obligated to recognize any
agreement between or among any of the Escrowing Parties, notwithstanding that
references hereto may be made herein and whether or not it has knowledge
thereof.
b. The
Escrow Agent shall not be liable to the Company, any Subscriber or to anyone
else for any action taken or omitted by it, or any action suffered by it to
be
taken or omitted, in good faith and acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the
Escrow Agent), statement, instrument, report, or other paper or document (not
only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information
therein contained), which is believed by the Escrow Agent to be genuine and
to
be signed or presented by the proper person or persons. The Escrow Agent shall
not be bound by any of the terms thereof, unless evidenced by written notice
delivered to the Escrow Agent signed by the proper party or parties and, if
the
duties or rights of the Escrow Agent are affected, unless it shall give its
prior written consent thereto.
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c. The
Escrow Agent shall not be responsible for the sufficiency or accuracy of the
form, or of the execution, validity, value or genuineness of, any document
or
property received, held or delivered to it hereunder, or of any signature or
endorsement thereon, or for any lack of endorsement thereon, or for any
description therein; nor shall the Escrow Agent be responsible or liable to
the
Company, any Subscriber or to anyone else in any respect on account of the
identity, authority or rights, of the person executing or delivering or
purporting to execute or deliver any document or property or this Agreement.
The
Escrow Agent shall have no responsibility with respect to the use or application
of the Escrowed Funds pursuant to the provisions hereof.
d. The
Escrow Agent shall have the right to assume, in the absence of written notice
to
the contrary from the proper person or persons, that a fact or an event, by
reason of which an action would or might be taken by the Escrow Agent, does
not
exist or has not occurred, without incurring liability to the Company, any
Subscriber or to anyone else for any action taken or omitted to be taken or
omitted, in good faith and in the exercise of its own best judgment, in reliance
upon such assumption.
e. To
the
extent that the Escrow Agent becomes liable for the payment of taxes, including
withholding taxes, in respect of income derived from the investment of the
Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such
taxes; and the Escrow Agent may withhold from any payment of the Escrowed Funds
(including the Public Relations Held-Back Escrowed Portion) such amount as
the
Escrow Agent estimates to be sufficient to provide for the payment of such
taxes
not yet paid, and may use the sum withheld for that purpose. The Escrow Agent
shall be indemnified and held harmless against any liability for taxes and
for
any penalties in respect of taxes, on such investment income or payments in
the
manner provided in Section 4(f).
f. The
Escrow Agent will be indemnified and held harmless by the Company from and
against all expenses, including all counsel fees and disbursements, or loss
suffered by the Escrow Agent in connection with any action, suit or proceedings
involving any claim, or in connection with any claim or demand, which in any
way, directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, except for claims relating to gross
negligence by Escrow Agent or breach of this Agreement by the Escrow Agent,
or
the monies or other property held by it hereunder. Promptly after the receipt
of
the Escrow Agent of notice of any demand or claim or the commencement of any
action, suit or proceeding, the Escrow Agent shall, if a claim in respect
thereof is to be made against the Company, notify each of them thereof in
writing, but the failure by the Escrow Agent to give such notice shall not
relieve any such party from any liability which the Company may have to the
Escrow Agent hereunder. Notwithstanding any obligation to make payments and
deliveries hereunder, the Escrow Agent may retain and hold for such time as
it
deems necessary such amount of monies or property as it shall, from time to
time, in its sole discretion, seem sufficient to indemnify itself for any such
loss or expense and for any amounts due it under Section 7.
g. For
purposes hereof, the term “expense or loss” shall include all amounts paid or
payable to satisfy any claim, demand or liability, or in settlement of any
claim, demand, action, suit or proceeding settled with the express written
consent of the Escrow Agent, and all costs and expenses, including, but not
limited to, counsel fees and disbursements, paid or incurred in investigating
or
defending against any such claim, demand, action, suit or
proceeding.
4
5. Termination
of Agreement and Resignation of Escrow Agent
a. This
Agreement shall terminate upon disbursement of all of the Escrowed Funds, which
includes the transfer into a separate escrow account of the Public Relations
Held-Back Escrowed Portion, provided that the rights of the Escrow Agent and
the
obligations of the Company and the Subscribers under Section 4 shall survive
the
termination hereof. Notwithstanding the foregoing, in the event that the Escrow
Agent does not receive any instructions with respect to the disbursement of
any
Escrowed Funds by June 29, 2008, this Agreement shall terminate as of such
date
and all Escrowed Funds shall be returned to the parties from which they were
received without interest thereon or deduction therefrom.
b. The
Escrow Agent may resign at any time and be discharged from its duties as Escrow
Agent hereunder by giving the Company and Vision at least five (5) business
days
written notice thereof (the “Notice
Period”).
As
soon as practicable after its resignation, the Escrow Agent shall, if it
receives notice from the Company and Vision within the Notice Period, turn
over
to a successor escrow agent appointed by the Company and Vision all Escrowed
Funds (less such amount as the Escrow Agent is entitled to retain pursuant
to
Section 7) upon presentation of the document appointing the new escrow agent
and
its acceptance thereof. If no new agent is so appointed within the Notice
Period, the Escrow Agent shall return the Escrowed Funds to the parties from
which they were received without interest or deduction.
6. Form
of Payments by Escrow Agent
a. Any
payments of the Escrowed Funds or Held-Back Escrowed Portion by the Escrow
Agent
pursuant to the terms of this Agreement shall be made by wire transfer unless
directed to be made by check by the Escrowing Parties.
b. All
amounts referred to herein are expressed in United States Dollars and all
payments by the Escrow Agent shall be made in such dollars.
7. Compensation.
Escrow
Agent shall be entitled to the following compensation from the
Company:
a. Documentation
Fee:
The
Company shall pay a documentation fee to the Escrow Agent of $2,000 which shall
be payable upon release of the Escrowed Funds.
b. Fees:
The
Company shall pay a fee of $500 to the Escrow Agent at the Closing. In addition,
the Company shall pay a processing fee of $500 to the Escrow Agent for each
disbursement made subsequent to the Closing from the Public Relations Held-Back
Escrowed Portion.
c. Interest:
The
Escrowed Funds and Public Relations Held-Back Escrowed Portion shall be held
in
separate non-interest bearing escrow accounts.
5
8. Notices.
All
notices, demands, consents, requests, instructions and other communications
to
be given or delivered or permitted under or by reason of the provisions of
this
Agreement or in connection with the transactions contemplated hereby shall
be in
writing and shall be deemed to be delivered and received by the intended
recipient as follows: (i) if personally delivered, on the business day of such
delivery (as evidenced by the receipt of the personal delivery service), (ii)
if
mailed certified or registered mail return receipt requested, two (2) business
days after being mailed, (iii) if delivered by overnight courier (with all
charges having been prepaid), on the business day of such delivery (as evidenced
by the receipt of the overnight courier service of recognized standing), or
(iv)
if delivered by facsimile transmission, on the business day of such delivery
if
sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
time,
on the next succeeding business day (as evidenced by the printed confirmation
of
delivery generated by the sending party’s telecopier machine). If any notice,
demand, consent, request, instruction or other communication cannot be delivered
because of a changed address of which no notice was given (in accordance with
this Section 8), or the refusal to accept same, the notice, demand, consent,
request, instruction or other communication shall be deemed received on the
second business day the notice is sent (as evidenced by a sworn affidavit of
the
sender). All such notices, demands, consents, requests, instructions and other
communications will be sent to addresses or facsimile numbers as applicable
set
forth on Exhibit
A
hereto.
9. Further
Assurances. From
time
to time on and after the date hereof, the Company, Vision and each of the other
Subscribers, if applicable, shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do and cause to be done
such further acts as the Escrow Agent shall reasonably request (it being
understood that the Escrow Agent shall have no obligation to make any such
request) to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.
10. Consent
to Service of Process .
The
Company and each Subscriber hereby irrevocably consent to the jurisdiction
of
the courts of the State of New York and of any Federal court located in such
state in connection with any action, suit or proceedings arising out of or
relating to this Agreement or any action taken or omitted hereunder, and waives
personal service of any summons, complaint or other process and agrees that
the
service thereof may be made by certified or registered mail directed to it
at
the address listed on Exhibit
A
hereto.
11. Miscellaneous.
a. This
Agreement shall be construed without regard to any presumption or other rule
requiring construction against the party causing such instrument to be drafted.
The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as used in
this Agreement, refer to the Escrow Agreement in its entirety and not only
to
the particular portion of this Agreement where the term is used. The word
“person” shall mean any natural person, partnership, corporation, government and
any other form of business of legal entity. All words or terms used in this
Agreement, regardless of the number or gender in which they were used, shall
be
deemed to include any other number and any other gender as the context may
require. This Agreement shall not be admissible in evidence to construe the
provisions of any prior agreement.
6
b. This
Agreement and the rights and obligations hereunder of the Company and each
Subscriber may not be assigned. This Agreement and the rights and obligations
hereunder of the Escrow Agent may be assigned by the Escrow Agent, with the
prior consent of the Company. This Agreement shall be binding upon and inure
to
the benefit of each party’s respective successors, heirs and permitted assigns.
No other person shall acquire or have any rights under or by virtue of this
Agreement. This Agreement may not be changed orally or modified, amended
or
supplemented without an express written agreement executed by the Escrow
Agent,
the Company and Vision. This Agreement is intended to be for the sole benefit
of
the parties hereto and their respective successors, heirs and permitted assigns,
and none of the provisions of this Agreement are intended to be, nor shall
they
be construed to be, for the benefit of any third person.
c. The
Escrow Agent shall be entitled to employ such legal counsel and other experts
as
the Escrow Agent may deem necessary properly to advise the Escrow Agent in
connection with the Escrow Agent’s duties hereunder, may rely upon the advice of
such counsel, and may pay such counsel reasonable compensation therefor which
shall be paid by the Escrow Agent. The
Escrow Agent has acted as legal counsel for one of the Purchasers and may
continue to act as legal counsel for such Purchaser from time to time,
notwithstanding its duties as the Escrow Agent hereunder. The Company and the
Purchasers consent to the Escrow Agent in such capacity as legal counsel for
one
of the Purchasers and waive any claim that such representation represents a
conflict of interest on the part of the Escrow Agent. The Company and the
Purchasers understand that the Escrow Agent is relying explicitly on the
foregoing provision in entering into this Escrow
Agreement.
d. This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York. The representations and warranties contained
in
this Agreement shall survive the execution and delivery hereof and any
investigations made by any party. The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect any of the
terms thereof.
12. Execution
of Counterparts. This
Agreement may be executed in a number of counterparts, by facsimile, each of
which shall be deemed to be an original as of those whose signature appears
thereon, and all of which shall together constitute one and the same instrument.
This Agreement shall become binding when one or more of the counterparts hereof,
individually or taken together, are signed by all the parties.
7
IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the
day and year first above written.
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LOEB
& LOEB LLP
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By:
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/s/
Xxxxxxxx X. Xxxxxxxx
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Name:
Xxxxxxxx X. Xxxxxxxx
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Title:
Partner
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By:
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/s/
Xxxx Xxxxx
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Name:
Xxxx Xxxxx
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Title:
Chief Executive Officer
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SHEN
KUN INTERNATIONAL LIMITED
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By:
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/s/
Xxxx Xxxx
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Name:Xxxx
Xxxx
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Title:
Chief Executive Officer
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VISION
OPPORTUNITY CHINA LP
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By:
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/s/
Xxxx Xxxxxxxx
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Name:Xxxx
Xxxxxxxx
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Title:
Authorized Signatory
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8
EXHIBIT
A
PARTIES
TO AGREEMENT
Loeb
& Loeb LLP
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxxx X. Xxxxxxxx, Esq.
Tel
No.:
(000) 000-0000
Fax
No.:
(000) 000-0000
Shen
Kun International Limited
Xxxx
Xxxx
Road, Xxx Xxx (Shuang Gang) Development Area
Xxxx
Xxx,
People’s Republic of China 300350
Attention:
Xxxx Xxxx
Tel.
No.:
(00-00) 0000-0000
Fax
No.:
(00-00) 0000-0000
Xxxx
Xxxx
Road, Xxx Xxx (Shuang Gang) Development Area
Xxxx
Xxx,
People’s Republic of China 300350
Attention:
Xxxx Xxxx
Tel.
No.:
(00-00) 0000-0000
Fax
No.:
(00-00) 0000-0000
Vision
Opportunity China LP
c/o
Vision Capital Advisors, LLC
00
Xxxx
00xx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
XX 00000-0000
Attention:
Xxxxxx Xxx
Tel.
No.:
(000) 000-0000
Fax
No.:
(000) 000-0000
Other
Subscribers
Name
of Subscriber:
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Address:
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Attention:
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Tel:
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Fax:
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By:
________________________________________________
Name:
Title:
9
EXHIBIT
B
SUBSCRIPTION
INFORMATION
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Name
of Subscriber
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||
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Address
of Subscriber
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Amount
of Offering Securities Subscribed (US$)
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Subscription
Amount Submitted Herewith
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Taxpayer
ID Number/
Social
Security Number
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EXHIBIT
C
DISBURSEMENT
REQUEST
Pursuant
to that certain Escrow Agreement dated effective as of June 2, 2008, among
Southern Sauce Company, Inc., Shen Kun International Limited, Vision Opportunity
China LP and Loeb & Loeb LLP, as Escrow Agent, the Escrowing Parties hereby
request disbursement of funds in the amount and manner described below from
account number _____________, styled ____________________________ Escrow
Account.
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Please
disburse to:
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________________________________
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Amount
to disburse:
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________________________________
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Form
of distribution:
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________________________________
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Payee:
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|||
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Name:
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________________________________
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Address:
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________________________________
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City/State:
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________________________________
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Zip:
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________________________________
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Please
disburse to:
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________________________________
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Amount
to disburse:
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________________________________
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Form
of distribution:
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________________________________
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Payee:
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|||
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Name:
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________________________________
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Address:
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________________________________
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City/State:
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________________________________
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Zip:
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________________________________
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Subscriptions
Accepted From
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Subscriber
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Amount
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___________________________
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__________________________
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___________________________
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__________________________
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___________________________
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__________________________
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___________________________
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__________________________
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Total:
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__________________________
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Statement
of event or condition which calls for this request for
disbursement:
_______________________________________________________________
_______________________________________________________________
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Date:
_________________________
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By: _________________________
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Name:
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Title:
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VISION
OPPORTUNITY CHINA LP
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Date:
_________________________
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By:
_________________________
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Name:
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Title:
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12
EXHIBIT
D
DISBURSEMENT
REQUEST
Pursuant
to that certain Escrow Agreement dated effective as of June 2, 2008, among
Southern Sauce Company, Inc., Shen Kun International Limited, Vision Opportunity
China LP and Loeb & Loeb LLP, as Escrow Agent, the Escrowing Parties hereby
request disbursement of funds in the amount and manner described below from
account number ____________, styled __________________________ Escrow
Account.
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Please
disburse to:
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________________________________
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||
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Amount
to disburse:
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________________________________
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Form
of distribution:
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________________________________
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Payee:
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|||
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Name:
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________________________________
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Address:
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________________________________
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City/State:
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________________________________
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||
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Zip:
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________________________________
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Please
disburse to:
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________________________________
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||
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Amount
to disburse:
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________________________________
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||
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Form
of distribution:
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________________________________
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||
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Payee:
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|||
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Name:
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________________________________
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Address:
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________________________________
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City/State:
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________________________________
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Zip:
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________________________________
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Statement
of event or condition which calls for this request for
disbursement:
_______________________________________________________________
_______________________________________________________________
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Date:
_________________________
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By: _________________________
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Name:
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Title:
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VISION
OPPORTUNITY CHINA LP
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Date:
_________________________
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By:
_________________________
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Name:
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Title:
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13
